TERMS AND CONDITIONS OF ACCOUNT ASSIGNMENT

1. Only U.S. based commercial accounts will be accepted for collection. The client represents and warrants that all accounts assigned to TRM for collection are commercial claims.

2. The client represents and warrants that all information forwarded in support of the account or claim is true and accurate, and authorizes TRM to use it in pursuing collection of debtor's account.

3. The client represents and warrants that the claim against the assigned debtor account is valid and lawful in all respects.

4. TRM shall select attorneys versed in transportation law, from its own lists and/or public law lists, to forward accounts to it for legal action, where it deems this necessary, per rules and procedures set down by the Commercial Law League of America. Such attorneys are expressly deemed to be the agent of the client, and in no way agents or employees of TRM. Client shall defend, indemnify, and hold harmless TRM, its agents and employees from and against any and all liability, loss, claims, demands, suits, actions, damages or expenses (including reasonable attorneys' fees), of every nature or description, arising out of or resulting from any acts, or omissions to act, or claims of any such attorney, relating to any assigned account forwarded by TRM on client's behalf for collection.

5. Client understands that TRM and/or attorney is not empowered to compromise a claim or actually file suit without receiving authority from the client.

6. Client understands that TRM will pursue recourse pursuant to the bill of lading. Should Client desire TRM not pursue a particular entity or party, it shall so advise TRM in writing at the time of account assignment.

7. Client hereby authorizes TRM or attorney to endorse, in the name of the creditor, for deposit and collection, all remittances received from debtor, and therefrom to deduct.

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